Vienneau v. Metropolitan Life Ins. Co.

• Decision Date: 13 September 1989
• Docket Number: No. 88-0327,88-0327
• Citation: 548 So.2d 856,14 Fla. L. Weekly 2173
• Parties: 117 Lab.Cas. P 56,457, 14 Fla. L. Weekly 2173 Raoul VIENNEAU, Appellant, v. METROPOLITAN LIFE INSURANCE COMPANY, Appellee.
• Court: Florida District Court of Appeals

Page 856

548 So.2d 856

117 Lab.Cas. P 56,457, 14 Fla. L. Weekly 2173

Raoul VIENNEAU, Appellant, v. METROPOLITAN LIFE INSURANCE COMPANY, Appellee.

No. 88-0327.

District Court of Appeal of Florida,

Fourth District.

Sept. 13, 1989.

Edward A. Perse of Horton, Perse & Ginsberg, Miami, and Ilovitch and Manella, P.A., Hollywood, for appellant.

Sanford L. Bohrer and Carol A. Licko of Thomson, Zeder, Bohrer, Werth and Razook, Miami, for appellee.

ESQUIROZ, MARGARITA, Associate Judge.

Raoul Vienneau alleged in his complaint against Metropolitan Life Insurance Company that he was employed for over eighteen years by Metropolitan Life Insurance Company of Canada, a subsidiary or affiliated company legally distinct and wholly independent from the defendant, Metropolitan Life Insurance Company (hereinafter referred to as "Metropolitan"). Vienneau alleged that Metropolitan solicited him to move from Canada and accept temporary employment at Metropolitan's South Florida office in Hollywood. Vienneau attached as an exhibit to his complaint a letter addressed to him from Metropolitan's Hollywood branch manager bearing the reference "Agreement for Temporary Employment" and stating "[t]his transfer will be temporary in nature for a thirty-six month period commencing from the time of your visa approval." ¹ Finally, Vienneau alleged that Metropolitan fired him without cause before the conclusion of the thirty-six month period. Vienneau brought this action for breach of employment contract against Metropolitan, claiming damages as a result of the breach. ² The trial court granted Metropolitan's motion to dismiss Vienneau's second amended complaint with prejudice, and this appeal from the trial court's order follows.

Metropolitan argues that a reading of the complaint and employment letter justifies the conclusion, as a matter of law, that Metropolitan's employment relationship with Vienneau was terminable at will. Metropolitan claims that, from the face of the documents, (1) Vienneau was a permanent employee who was merely transferred within the company to South Florida, and (2) the contractual language is language of mere expectation rather than of definite duration. For the reasons that follow, we disagree and reverse the trial court's order of dismissal.

This court has defined with ample clarity the principles governing the trial court's decision at this early stage of the proceedings:

[T]he function of a motion to dismiss a complaint is to raise a question of law as to the sufficiency of the facts alleged to state a cause of action. The motion admits as true all well pleaded facts as well as all reasonable inferences arising from those facts. The allegations must be construed in the light most favorable to plaintiffs and the trial court must not speculate what the true facts may be or what will be proved ultimately in trial of the cause. Further, the trial court's gaze is limited to the four corners of the complaint. Finally, the motion must be decided on questions of law, only, and matters not shown on the face of the complaint can not properly be raised on a motion to dismiss.

Hitt v. North Broward Hospital District, 387 So.2d 482, 483 (Fla. 4th DCA 1980), quoting from Poulos v. Vordermeier, 327 So.2d 245, 246 (Fla. 4th DCA 1976). ³ In order to determine the existence of a cause of action, the trial court must examine the complaint's allegations, taken as true, in light of the applicable substantive law. Kutner v. Kalish, 173 So.2d 763, 765 (Fla. 3d DCA), cert. denied, 183 So.2d 210 (Fla.1965). See also City of Gainesville Code Enforcement Board v. Lewis, 536 So.2d 1148 (Fla. 1st DCA 1988); Thompson v. Martin, 530 So.2d 495 (Fla. 2d DCA 1988).

Florida has long adhered to the rule that an employment contract which does not provide for a definite term of employment is terminable at the will of either party without cause. Grappone v. City of Miami Beach, 495 So.2d 838 (Fla. 3d DCA 1986); Nunes v. Margate General Hospital, Inc., 435 So.2d 916 (Fla. 4th DCA 1983); Roy Jorgensen Associates, Inc. v. Deschenes, 409 So.2d 1188 (Fla. 4th DCA 1982). Under these circumstances, the employment is considered to be indefinite, and no action may be maintained for breach of the employment contract. DeMarco v. Publix Super Markets, Inc., 384 So.2d 1253 (Fla.1980); Grappone v. City of Miami Beach, 495 So.2d at 839; Maguire v. American Family Life Assurance Company of Columbus, Georgia, 442 So.2d 321 (Fla. 3d DCA 1983), rev. denied, 451 So.2d 849 (Fla.1984).

The construction of a written document, such as an employment contract, presents a question of law for the court, if its language is clear and unambiguous. Jaar v. University of Miami, 474 So.2d 239, 242 (Fla. 3d DCA 1985), rev. denied, 484 So.2d 10 (Fla.1986); Innkeepers International, Inc. v. McCoy Motels, Ltd., 324 So.2d 676, 678-79 (Fla. 4th DCA 1975), cert. denied, 336 So.2d 106 (Fla.1976); Russell & Axon v. Handshoe, 176 So.2d 909, 912 (Fla. 1st DCA 1965), cert. denied, 188 So.2d 317 (Fla.1966). See also Zepfler v. Neandross, 497 So.2d 901, 903 (Fla. 4th DCA 1986); Reliance Insurance Co. v. Brickenkamp, 147 So.2d 200, 202 (Fla. 2d DCA 1962). ⁴ Various principles have emerged to aid the court in its interpretation. A cardinal rule is that where the language used in a contract is ambiguous or unclear, the court may consider extrinsic matters not to vary the terms of the contract, but to explain, clarify or elucidate the ambiguous language with reference to the subject matter of the contract, the circumstances surrounding its making, and the relation of the parties. Friedman v. Virginia Metal Products Corp., 56 So.2d 515, 517 (Fla.1952). See also Blackhawk Heating & Plumbing Co. v. Data Lease Financial Corp., 302 So.2d 404, 407 (Fla.1974). ⁵ For example, where the terms of a contract are uncertain or doubtful, the court may consider the interpretation placed on the contract by the parties, as long as such interpretation is not completely at variance with the principles of correct legal interpretation of the contract provisions. American Agronomics Corp. v. Ross, 309 So.2d 582 (Fla. 3d DCA), cert. denied, 321 So.2d 558 (Fla.1975); Bouden v. Walker, 266 So.2d 353 (Fla. 2d DCA 1972). The court may also consider the conduct of the parties through their course of dealings to determine the meaning of the written agreement. Blackhawk Heating & Plumbing Co. v. Data Lease Financial Corp., 302 So.2d at 407; Maines v. Davis, 491 So.2d 1233, 1235 (Fla. 1st DCA 1986). Another elementary principle is that where the language of a contract is ambiguous or doubtful, it should be construed against the party who drew the contract and chose the wording. Grappone v. City of Miami Beach, 495 So.2d at 839; Maines v. Davis, 491 So.2d at 1235; Muller v. Stromberg Carlson Corp., 427 So.2d 266, 269 (Fla. 2d DCA 1983); American Agronomics Corp, v. Ross, 309 So.2d at 584. ⁶ Generally speaking, unless it clearly appears as a matter of law that a contract cannot support the action alleged, a complaint should not be dismissed on motion to dismiss for failure to state a cause of action. Helms v. General Film Development Corp., 346 So.2d 1064 (Fla. 3d DCA 1977); Spindler v. Kushner, 284 So.2d 481 (Fla. 3d DCA 1973).

With these principles in mind, the trial court was bound to accept Vienneau's allegations as true, and then proceed to resolve the question of law of whether the allegations sufficiently stated a cause of action. It is true that the employment letter allegedly issued by Metropolitan is not a model of clarity, and neither, for that matter, is the complaint filed by Vienneau. They both label Vienneau's move to South Florida as "temporary" employment in one breath, and as a "transfer" in another. But a motion to dismiss a complaint for failure to state a cause of action does not reach the defects of vague and ambiguous pleading. Fontainebleau Hotel Corp. v. Walters, 246 So.2d 563 (Fla.1971); Sheppard v. Inverness Coca-Cola Bottling Co., 322 So.2d 583, 584 (Fla. 2d DCA 1975); Calhoun v. Epstein, 121 So.2d 828 (Fla. 2d DCA 1960). Rather, the trial court was required to view the recitals in the complaint, together with exhibits attached, in the light most favorable to Vienneau and draw all reasonable inferences from their contents in Vienneau's favor. Under Florida law, the allegations that most favor Vienneau's position are that he was hired for temporary employment of thirty-six months' duration by a new and distinct employer.

In addition, confronted with somewhat contradictory or ambiguous contract terms alluding interchangeably to the transaction as "temporary employment" and as a "transfer", the trial court could properly consider extrinsic matters to help explain, clarify or elucidate the unclear language it was to construe. But the trial court is precluded from considering any such outside matters at the motion to dismiss stage, where its "gaze is limited to the four corners of the complaint." Hitt v. North Broward District, 387 So.2d at 483. See also Helms v. General Film Development, 346 So.2d at 1065; Spindler v. Kushner, 284 So.2d at 484. ⁷ Furthermore, if the trial court was to make any party bear the onus of ambiguous or inartful pleading, that had to be Metropolitan, the party who drew the contract and chose the wording, rather than Vienneau, in whose favor the pertinent rules militate at this early stage.

Metropolitan relies on this court's decision in Roy Jorgensen Associates, Inc. v. Deschenes, 409 So.2d 1188 (Fla. 4th DCA 1982), but our opinion in that case does not legitimately support Metropolitan's position. This court explained in Roy Jorgensen that "[t]he only language in the contract which would conceivably sustain a finding of a definite term" was the following:

On or about October 31 you will be assigned to our Ecuador Highway Maintenance Technical Assistance Project in the capacity of Highway Maintenance Engineer for a period of 28 months.

Id. at 1190. As required, ...